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Filing Details

Accession Number:: 0001144204-17-005661
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-02-02 16:30:55
Reporting Period:: 2017-01-31

Filing Date:: 2017-02-02
Accepted Time:: 2017-02-02 16:30:55
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1477246	S&W Seed Co	SANW	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
899083	Wynnefield Partners Small Cap Value Lp	450 Seventh Avenue Suite 509 New York NY 10123	No	No	Yes	No
1017043	Nelson Obus	450 Seventh Avenue Suite 509 New York NY 10123	No	No	Yes	No
1030806	Ltd Fund Offshore Value Cap Small Wynnefield	450 Seventh Avenue Suite 509 New York NY 10123	No	No	Yes	No
1056835	Wynnefield Capital Management Llc	450 Seventh Avenue Suite 509 New York NY 10123	No	No	Yes	No
1251565	Wynnefield Partners Small Cap Value Lp I	450 Seventh Avenue Suite 509 New York NY 10123	No	No	Yes	No
1251567	Wynnefield Capital Inc	450 Seventh Avenue Suite 509 New York NY 10123	No	No	Yes	No
1251568	Joshua Landes	450 Seventh Avenue Suite 509 New York NY 10123	No	No	Yes	No
1289453	Wynnefield Capital, Inc. Profit Sharing Plan	450 Seventh Avenue Suite 509 New York NY 10123	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2017-01-31	4,077	$4.50	678,820	No	4	P	Direct
Common Stock	Acquisiton	2017-01-31	6,444	$4.50	1,095,270	No	4	P	Indirect	See footnote
Common Stock	Acquisiton	2017-01-31	2,388	$4.50	263,810	No	4	P	Indirect	See footnote

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct
No	4	P	Indirect	See footnote
No	4	P	Indirect	See footnote

Footnotes

Wynnefield Partners Small Cap Value, L.P. (the "Reporting Person") directly beneficially owns 678,820 shares of common stock, $0.0001 par value per share ("Common Stock") of S&W Seed Company. Wynnefield Capital Management, LLC ("WCM"), as the sole general partner of the Reporting Person, has an indirect beneficial ownership interest in the shares of Common Stock that the reporting Person directly beneficially owns. WCM, located at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person. Nelson Obus and Joshua Landes as co-managing members of WCM have an indirect beneficial ownership interest in the shares of Common Stock that the Reporting Person directly beneficially owns. Mr. Obus and Mr. Landes, each located at the same address as the Reporting Person, are filing this Form jointly with the Reporting person (see footnote 5).
The Reporting Person has an indirect beneficial ownership interest in 1,095,270 shares of Common Stock, which are directly beneficially owned by Wynnefield Partners Small Cap Value, L.P. I ("WPSCVI"), as members of a group (a "Group") under Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). WPSCVI, which maintains offices at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person. WCM, as the sole general partner of WPSCVI, has an indirect beneficial ownership interest in the shares of Common Stock that WPSCVI directly beneficially owns. Mr. Obus and Mr. Landes, as co-managing members of Wynnefield Capital Management, LLC, have an indirect beneficial ownership interest in the shares of Common Stock that WPSCVI directly beneficially owns.
The Reporting Person has an indirect beneficial ownership interest in 263,810 shares of Common Stock, which are directly beneficially owned by Wynnefield Small Cap Value Offshore Fund, Ltd. ("Offshore"), as members of a Group. Offshore, located at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person. Wynnefield Capital, Inc. ("WCI"), as the sole investment manager of Offshore, has an indirect beneficial ownership interest in the shares of Common Stock that Offshore directly beneficially owns. WCI, located at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person. Mr. Obus and Mr. Landes, as principal executive officers of WCI have an indirect beneficial ownership interest in the shares of Common Stock that Offshore directly beneficially owns.
The Reporting Person has an indirect beneficial ownership interest in 99,235 shares of Common Stock, which are directly beneficially owned by Wynnefield Capital, Inc. Profit Sharing Plan (the "Plan"), as members of a Group. The Plan, located at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person. WCI, as the sole investment manager of the Plan, has an indirect beneficial ownership interest in the shares of Common Stock that the Plan directly beneficially owns. WCI, located at the same address as the Reporting Person, is filing this Form jointly with the Reporting Person. Mr. Obus and Mr. Landes, as principal executive officers of WCI have an indirect beneficial ownership interest in the shares of Common Stock that the Plan beneficially owns.
Mr. Obus and Mr. Landes disclaim beneficial ownership of the securities described in this statement, except to the extent of their individual pecuniary interest in such securities. The filing of this statement shall not be deemed an admission that Mr. Obus and Mr. Landes are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of any securities specified in this statement.